Item 1.01. Entry into a Material Definitive Agreement.
On October 6, 2008, Santarus, Inc. (the "Company" or "Santarus") entered into a second amendment to the Service Agreement, dated November 3, 2006, between the Company and Ventiv Commercial Services, LLC (d/b/a inVentiv Commercial Services,
LLC) ("inVentiv"). Under the original agreement, inVentiv agreed to provide sales support to promote Santarus' ZegeridŽ brand pharmaceutical products in the United States. In consideration for inVentiv's services under the agreement, Santarus agreed to pay to inVentiv a monthly fee, subject to adjustment based on actual staffing levels. Santarus is currently utilizing approximately 100 inVentiv representatives. The initial term of the Service Agreement expires on December 1, 2008. Under the amended terms, Santarus has exercised its right to extend the term of the Service Agreement for two additional one year terms. The Service Agreement now expires on November 30, 2010, unless terminated earlier in accordance with its terms. Under the amended terms, inVentiv's sales representatives will expand their marketing and promotional activities to include GlumetzaŽ (metformin hydrochloride extended release tablets) 500 mg and 1000 mg tablets. The foregoing description of the amended terms does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2 to Service Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

10.1+ Amendment No. 2 to Service Agreement, dated as of October 6, 2008, between Santarus, Inc. and Ventiv Commercial Services, LLC (d/b/a inVentiv Commercial Services, LLC)

+ Application has been made to the Securities and Exchange Commission to seek confidential treatment of certain provisions. Omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.

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